Section 3: Shareholders' meetings.

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Article L225-102

French Commercial codeIn force

Updated 8 Nov 2023

The management report referred to in the second paragraph of article L. 225-100 presented by the Board of Directors or the Management Board, as the case may be, to the General Meeting gives an annual account of the employees' shareholding in the company's capital on the last day of the financial year and establishes the proportion of the capital represented by the shares held by the company's personnel and by the personnel of the companies affiliated to it within the meaning of Article L. 225-180 as part of the company savings plan provided for by articles L. 443-1 to L. 443-9 of the French Labour Codeand by employees and former employees within the framework of company mutual funds governed by Chapter III of loi n° 88-1201 du 23 décembre 1988relative aux organismes de placement collectif en valeurs mobilières et portant création des fonds communs de créances. Registered shares held directly by employees pursuant to articles L. 225-187 and L. 225-196 of this Code, as they read prior to the entry into force of Law No. 2001-152 of 19 February 2001 on employee savings schemes, of Article L. 225-197-1 of this code, of article L. 3324-10 of the Labour Code, of article 31-2 of order no. 2014-948 of 20 August 2014 relating to the governance and capital transactions of companies with public shareholdings and of article 11 of Law No. 86-912 of 6 August 1986 relating to the terms and conditions of privatisations, as it stood prior to the entry into force of the aforementioned Order No. 2014-948 of 20 August 2014.

Securities acquired by employees as part of an employee buyout operation provided for by the loi n° 84-578 du 9 juillet 1984 sur le développement de l'initiative économique as well as by employees of a société coopérative de production within the meaning of the loi n° 78-763 du 19 juillet 1978 portant statut de sociétés coopératives de production are not taken into account for the assessment of the proportion of capital provided for in the previous paragraph.

Where the annual report does not include the information provided for in the first paragraph, any interested person may ask the president of the court ruling in summary proceedings to enjoin the board of directors or the management board, as the case may be, to provide this information, subject to a fine.

Where the application is granted, the penalty payment and the costs of the proceedings shall be borne by the directors or members of the Management Board, as the case may be.

Mariela Petrova

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Common Questions

Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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